SCM Microsystems Inc. announced that its stockholders have approved the issuance of new shares of common stock in connection with SCM’s proposed business combination with Bluehill ID AG, a holding group for investments in the RFID/identification and security industries.
To effect the business combination, on November 20, SCM made an offer to acquire all of the issued and outstanding bearer shares in Bluehill ID in exchange for shares of SCM common stock. Shareholders of Bluehill ID who accept and tender their shares in the offer will receive 0.52 shares of SCM common stock for every one bearer share in Bluehill ID.
The acceptance period for the voluntary exchange offer will expire on December 29, at midnight CET. At SCM’s special meeting held on December 18 more than 98% of the votes cast followed the recommendation of SCM’s board of directors in favor of the exchange offer and the issuance of new shares of SCM common stock to the Bluehill ID shareholders.
The business combination with Bluehill ID is conditioned on at least 75% of the outstanding Bluehill ID shares being tendered to and acquired by SCM in accordance with the terms of the exchange offer, among other conditions, and is expected to close in early 2010.